Stock Purchase Agreement

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Used for the sale of stock of a small company. This agreement clearly sets forth the terms of the transaction including the number of shares and type of stock to be sold, the purchase price and the date of the transaction.

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A Stock Purchase Agreement is an agreement between an individual (the Seller) and a shareholder (the Purchaser) for the sale and transfer of stock. A Stock Purchase Agreement is important because it establishes a chain of ownership of the stock, documents the purchase price and the number of stock shares purchased. This agreement includes provisions regarding redemption of the shares and who has the first right of refusal. It is important that stock purchase agreements are in writing as this documentation is necessary for compliance with state and federal laws and for tax purposes.

When you purchase this Stock Purchase Agreement you can rest assured you are using a quality, up-to-date form drafted by an attorney. You also have the ease and convenience of having instant access to the form at a fraction of the cost.

Among others, these important provisions are included in this Stock Purchase Agreement:
  • Purchase and Sale: Provision which sets forth the number of shares and the class of stock to be purchased
  • Purchase Price: Provision which sets forth the purchase price paid for each share of stock
  • Miscellaneous: Miscellaneous provisions which set forth other terms of the agreement

Protect Yourself and Your Company with this Attorney Drafted your state Stock Purchase Agreement

This attorney-prepared packet includes:
  1. Instructions and Checklist
  2. General Information
  3. Stock Purchase Agreement Form
State Law Compliance: This form is compliant with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Stock Purchase Agreement

 

 
 
This Stock Purchase Agreement (“Agreement”) is entered into as of ______________________, 20___ by and between ________________________________________ (“Seller”) and _____________________ ________________________________________ (“Purchaser”).
Purchaser and Seller may collectively be referred to as the “Parties.
 
 
WHEREAS, Seller is the record owner and holder of shares of the capital stock of _______________________ (the “Company”), a __________________ [insert state of incorporation] Corporation; and
 
WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller shares of capital stock of the Company.
 
NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:
 
 
1.   PURCHASE AND SALE:  Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser ___________________________ (____________) shares of ______________________ [insert class of stocke.g. common, preferred, etc.] stock of the Company (the “Stock”).
 
2.   PURCHASE PRICE:  The purchase price for each share of Stock shall be ____________________________________________ dollars ($_____________) for an aggregate purchase price of _____________________________________ dollars ($_________________) (the “Purchase Price”), to be paid to the Seller in cash at the closing.
 
3.   CLOSING:  The closing contemplated by this Agreement for the transfer of the Stock and the  payment of the Purchase Prices shall take place at ________________________ _______________________________________________________________________, on _____________________, 20__ at _____________[insert place and time](the “Closing”).  The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer.
 
4.   REPRESENTATIONS AND WARRANTIES OF SELLER:  Seller hereby warrants and represents that:
 
(a)   Restrictions on Stock.  The Seller is not a party to any agreements that create rights or obligations in the Stock relating to any third party including voting or stockholder agreements.  The Seller is the lawful owner of the Stock, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Stock as contemplated in this Agreement.
(b)   Organization and Standing.  To the Sellers knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of _______________________ [insert state of incorporation] and has full power and authority to own and operate its property and assets and to carry on its business as presently conducted.
 
5.   SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
6.   BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties.
 
7.   BROKERS FEES:  The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a brokers fee, finders fee or other similar payment.
 
8.   ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser.
 
9.   GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________________.
 
10.   NOTICE:  Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service:
 
(a)   If to Purchaser:
__________________________________________________
__________________________________________________
__________________________________________________
 
(b)   If to Seller:
__________________________________________________
__________________________________________________
__________________________________________________
 
11.   WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
 
PURCHASER:                        SELLER:            
 
___________________________________      _________________________________
 
___________________________________      _________________________________
(Name)                              (Name)
___________________________________      _________________________________
(Position)                           (Position)
 
 
 
 
Number of Pages5
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#20200
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Stock Purchase Agreement

 

 
 
This Stock Purchase Agreement (“Agreement”) is entered into as of ______________________, 20___ by and between ________________________________________ (“Seller”) and _____________________ ________________________________________ (“Purchaser”).
Purchaser and Seller may collectively be referred to as the “Parties.
 
 
WHEREAS, Seller is the record owner and holder of shares of the capital stock of _______________________ (the “Company”), a __________________ [insert state of incorporation] Corporation; and
 
WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller shares of capital stock of the Company.
 
NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:
 
 
1.   PURCHASE AND SALE:  Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser ___________________________ (____________) shares of ______________________ [insert class of stocke.g. common, preferred, etc.] stock of the Company (the “Stock”).
 
2.   PURCHASE PRICE:  The purchase price for each share of Stock shall be ____________________________________________ dollars ($_____________) for an aggregate purchase price of _____________________________________ dollars ($_________________) (the “Purchase Price”), to be paid to the Seller in cash at the closing.
 
3.   CLOSING:  The closing contemplated by this Agreement for the transfer of the Stock and the  payment of the Purchase Prices shall take place at ________________________ _______________________________________________________________________, on _____________________, 20__ at _____________[insert place and time](the “Closing”).  The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer.
 
4.   REPRESENTATIONS AND WARRANTIES OF SELLER:  Seller hereby warrants and represents that:
 
(a)   Restrictions on Stock.  The Seller is not a party to any agreements that create rights or obligations in the Stock relating to any third party including voting or stockholder agreements.  The Seller is the lawful owner of the Stock, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Stock as contemplated in this Agreement.
(b)   Organization and Standing.  To the Sellers knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of _______________________ [insert state of incorporation] and has full power and authority to own and operate its property and assets and to carry on its business as presently conducted.
 
5.   SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
6.   BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties.
 
7.   BROKERS FEES:  The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a brokers fee, finders fee or other similar payment.
 
8.   ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser.
 
9.   GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________________.
 
10.   NOTICE:  Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service:
 
(a)   If to Purchaser:
__________________________________________________
__________________________________________________
__________________________________________________
 
(b)   If to Seller:
__________________________________________________
__________________________________________________
__________________________________________________
 
11.   WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
 
PURCHASER:                        SELLER:            
 
___________________________________      _________________________________
 
___________________________________      _________________________________
(Name)                              (Name)
___________________________________      _________________________________
(Position)                           (Position)
 
 
 
 

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